Exhibit 10.25


 





  





SECOND AMENDED AND
RESTATED BRIDGE PROMISSORY NOTE







 





	Principal Amount: $350,000.00	Issue Date:	November 2, 2018







  


FOR VALUE
RECEIVED, the undersigned, theglobe.com, inc, a Delaware corporation (the “Borrower”), with offices located
at 5949 Sherry Lane, Suite 950 c/o Toombs Hall and Foster, Dallas TX 75225, hereby promises to pay to Delfin Midstream Inc. (the
 “Holder”), on order, without demand, in lawful currency of the United States of America, the principal sum
of Three Hundred and Fifty Thousand Dollars and 00/100 ($350,000.00) (the “Loan”), in accordance with the provisions
of this promissory note (this “Note”). This Note evidences the Loan made by the Holder to the Borrower, and there is
no separate loan agreement or other written agreement relating to its terms.


 


1.       Amended
and Restated. The parties originally entered into a Bridge Note dated March
9, 2018 in the principal amount of $50,000 (the “Original Note”), which Original Note was amended and restated in full
pursuant to an Amended and Restated Bridge Promissory Note dated May 9, 2018 in the principal amount of $150,000 (the “Amended
Note”). The Holder and the Borrower hereby agree to amend and restate the Amended Note with this Note.


 


2.       Maturity
Date. This Note shall be a DEMAND NOTE thereby allowing the Holder to call the Note
at any time for any reason or no reason whatsoever requiring the immediate repayment of all principal and accrued and unpaid interest
(the “Maturity Date”).


 


3.       Prepayment.
This Note may be prepaid in whole or part at any time prior to the Maturity Date without penalty and without consent of the Holder.


 


4.       Interest
Rate. Interest shall accrue on the unpaid principal balance of this Note at a rate of eight percent (8%) per annum and
shall be payable on the Maturity Date, calculated on a 365/366 day year, as applicable.


 


5.       Default
Interest Rate. The entire unpaid principal balance of the Loan shall bear interest until paid at an annual rate equal to
ten percent (10%) (the “Default Rate”) upon each of the following:


 


(a)       after
the occurrence and during the continuation of any Event of Default during the term of this Note, regardless of whether the Holder
also elects to accelerate the maturity of the Loan; or


 


(b)       from
and after demand for payment has been made by the Holder after the Maturity Date in the event the Loan has not been paid in full
on or before the Maturity Date;


 


provided,
however, that after judgment all such sums shall bear interest at the lesser of the Default Rate or the greatest rate allowed
by applicable law for judgments. Any amount of interest which shall be due and owing pursuant to this Section shall be
paid on the daily outstanding balance of principal evidenced by this Note and shall be based upon a
365-day year for the actual number of days for which interest is payable, but such interest shall never exceed the maximum rate
of interest permitted under applicable law.




     


     


    







  


6.       Maximum
Interest Rate, In no event shall any agreed to or actual exaction charge, reserved or taken as an advance or
forbearance by the Holder as consideration, exceed the maximum interest rate permitted by law applicable from time to time to the
Loan for the use or detention of money or for forbearance in seeking its collection; and the Holder hereby waives any right to
demand such excess. If the interest provisions of this Note or any exactions provided for in this Note shall result at any time
or for any reason in an effective rate of interest that exceeds the maximum interest rate permitted
by applicable law (if any), then without further agreement or notice, the obligation to be fulfilled shall be automatically reduced
to such limit and all sums received by the Holder in excess of those lawfully collectible as interest shall be applied against
the principal of the Loan immediately upon the Holder’s receipt thereof, with the same force and effect as though the Borrower
had specifically designated such extra sums to be so applied to principal and the Holder had agreed to accept such extra payment(s)
as a premium-free prepayment or prepayments.


 


7.       Events
of Default. The entire unpaid principal balance of the Loan and all other sums owing under this Note, shall at the
option of the Holder become immediately due and payable without notice or demand upon the occurrence of any one or more of the
following events (“Events of Default”):


 


(a)       The
failure of the Borrower to pay the principal or other sum when due, which remains unpaid for thirty (30) calendar days; or


 


(b)       The
Borrower shall make an assignment for the benefit of creditors, file a petition in bankruptcy, apply to or petition any tribunal
for the appointment of a custodian, receiver, intervenor or trustee for the Borrower or a substantial part of the Borrower’s
assets; or


 


(c)       The
Borrower shall commence any proceeding under any bankruptcy, arrangement or readjustment of debt law or statute of any jurisdiction,
whether now or hereafter in effect; or if any such petition or application shall have been filed or proceeding commenced against
the Borrower or if any such custodian, receiver, intervenor or trustee shaI1 have been appointed.


 


8.       Rights
and Remedies of Holder. The occurrence of any Event of Default shall allow the Holder, with written notice to Borrower,
to: (a) accelerate the maturity of this Note and demand immediate payment of all outstanding principal and other sums due hereunder,
and (b) immediately exercise and pursue any rights, privileges, remedies and powers as provided herein or under law. The Holder’s
rights, privileges, remedies and powers, as provided in this Note arc cumulative and concurrent, and may be pursued singly, successively
or together against the Borrower at the sole discretion of the Holder. Additionally, the Holder
may resort to every other right or remedy available at law and in equity without first exhausting the rights and remedies contained
herein, all in the Holder’s sole discretion. The Holder’s delay in exercising or failure to exercise any rights or
remedies to which the Holder may be entitled if any Event of Default occurs shall not constitute a waiver of
any of the Holder’s rights or remedies with respect to that or any subsequent
Event of Default, whether of the same or a different nature, nor shall any single or partial
exercise of any right or remedy by the Holder preclude any other or further exercise of that
or any other right or remedy. No waiver of any right or remedy by the Holder shall be effective
unless made in writing and signed by the Holder, nor shall any waiver on one occasion apply to any future occasion, but shall be
effective only with respect to the specific occasion addressed in that signed writing.


 







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9.       Waiver
and Consent. Except as otherwise provided herein, to the fullest extent permitted by law, the Borrower hereby: (a)
waives demand, presentment, protest, notice of dishonor, suit against
or joinder of any other person, and all other requirements necessary to charge or hold the Borrower liable with respect to the
Loan; (b) waives any right to immunity or exemption of any property, wherever located, from garnishment, levy, execution, seizure
or attachment prior to or in execution of judgment, or sale under execution or other process
for the collection of debts; (c) submits to the jurisdiction of the state and federal courts in the State of Delaware for purposes
of any action or proceeding under this Note; (d) agrees that the venue of any such action or
proceeding may be laid in the County of New Castle, Delaware and waives any claim that the same is an inconvenient forum. Until
the Holder receives all sums due under this Note in immediately available funds, the Borrower shall not be released from liability
with respect to the Loan unless the Holder expressly releases the Borrower in a writing signed by the Holder.


 


10.       Costs,
Indemnities and Expenses. The Borrower agrees to pay all filing fees and similar
charges and all costs incurred by the Holder in collecting or securing or attempting to collect or secure the Loan, including reasonable
attorneys’ fees, whether or not involving litigation and/or appellate, administrative or bankruptcy proceedings. In
addition to the payment of the documentary stamp taxes due on this Note, the Borrower agrees to pay any applicable intangible taxes
or other taxes (except for federal or state income or franchise taxes based on the Holder’s net income) which may now or
hereafter apply to this Note or any payment made in respect of the Loan, and the Borrower agrees
to indemnify and hold the Holder harmless from and against any liability, costs, attorney’s fees, penalties, interest or
expenses relating to any such taxes, as and when the same may be incurred.


 


11.       Order
of Payments. Except as otherwise required by law, payments received by the Holder hereunder shall be applied first
against expenses and indemnities and next to accrued but unpaid interest followed by a reduction of the outstanding principal balance
of the Loan, except that during the continuance of any Event of Default, the Holder may apply such payments in any order of priority
determined by the Holder in its exclusive judgment.


 


12.       Governing
Law. This Note shall be governed by, and construed and enforced in accordance with, the laws of
the State of Delaware. EACH OF THE PARTIES HERETO HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF, AND VENUE IN, ANY FEDERAL OR
STATE COURT OE COMPETENT JURISDICTION LOCATED IN THE COUNTY OF NEW CASTLE, STATE OF DELAWARE, SOLELY IN RESPECT OF THE INTERPRETATION
AND ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT AND IN RESPECT OF THE TRANSACT1ONS CONTEMPLATED
HEREIN, AND HEREBY WAIVES, AND AGREES NOT TO ASSERT, AS A DEFENSE IN ANY ACTION FOR THE INTERPRETATION OR ENFORCEMENT HEREOF, THAT
IT IS NOT SUBJECT THERETO OR THAT SUCH ACTION MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN
SAID COURTS OR T HAT THE VENUE THEREOF MAY NOT BE APPLICABLE OR THAT THIS AGREEMENT MAY NOT BE ENFORCED IN OR BY SAID COURTS, AND
THE PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION SHALL BE HEARD AND DETERMINED IN SAID COURTS.
THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER T HE PERSON OF SUCH
PARTIES AND OVER T HE SUBJECT MATTER OF SUCH DISPUTE.


 


13.       Notice.
Any notices, requests, demands and other communications required or permitted to be given hereunder shall be given in writing and
shall be deemed to have been duly given when delivered by hand, five (5) days following the date of deposit in the United States
mail, by registered or certified mail, postage prepaid, return receipt requested, or on the delivery date shown on a written verification
of delivery provided by a reputable private delivery service, if addressed to the mailing address as set forth in the preamble
to this Note or such other address as last provided to the sender by the addressee in accordance with this Section.




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14.       Assignability.
This Note shall be binding upon the Borrower and its successors and assigns, and shall inure
to the benefit of the Holder’ and its successors and assigns. This Note may not be assigned by either party without the prior
written consent of the other party.


 


15.       Amendment
Provision; Cancellation of Amended Note. The term “Note” and all reference thereto, as used throughout this
instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented.
The Holder hereby acknowledges and agrees that, with immediate effect as of such effective date, the Amended Note and all indebtedness
arising thereunder are hereby cancelled, terminated and superseded in their entirety by this Note. The Holder agrees to deliver
the original Amended Note to the Borrower for cancellation.


 


16.       Severability.
If any part of this Note is adjudged illegal, invalid or unenforceable, such invalidity or unenforceability shall not affect any
other provision of this Note that can be given effect without such provision.


 


[Signature Page follows] 








 





 







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IN WITNESS WHEREOF, the
Borrower has caused this Note to be signed in its name as of the date first above written.


  





	 	theg1obe.com inc., a Delaware corporation	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/ Frederick P. Jones	 
	 	Name:	Frederick P. Jones	 
	 	Title:	Chief Executive Officer	 
	 	 	 	 


 


 



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